- $20 million private placement proceeding as planned -
BLAINE, WA, Sept. 23 /CNW/ - Century Mining Corporation (CMM: TSX-V) announced today that it will no longer proceed with the acquisition from Kirkland Intertrade Corp. all of the outstanding shares of 2190776 Ontario Inc. whose sole assets are 26,315,789 common shares and 6,890,741 share purchase warrants of Etruscan Resources Inc.
Century also confirmed today that the Company will proceed as planned with the $20 million private placement to Kirkland Intertrade Corp. (Kirkland") and Gravity Ltd. ("Gravity") announced on September 15. At the close of this transaction, Kirkland and Gravity will own 35.0% of the outstanding shares (44.1% after exercise of warrants) of Century. Regarding shareholder approval of the transaction, Century will hold a special meeting of shareholders on October 27, 2009 for the purpose of, among other things, approving the acquisition by Kirkland and Gravity of more than 20% of the outstanding shares of Century. As previously announced, Kirkland and Gravity will also provide Century with a $4 million bridge loan facility to address the Company's immediate working capital needs. The bridge loan is in final documentation and is expected to close by October 2, 2009.
On September 15, 2009, Century announced that it would issue 44,000,000 common shares of Century as consideration for the above-mentioned shares of Etruscan, and as a result Century would hold 19.9% of Etruscan assuming exercise of these warrants. Century also announced on the same day that it would acquire from Kirkland a US$3 million promissory note of Etruscan, convertible under certain circumstances into common shares of Etruscan, together with certain share purchase warrants of Etruscan in exchange for an additional 16,843,850 common shares of Century.
In consultation with Kirkland, it was decided that as a result of the private placement announced by Etruscan today, Century's proposed acquisition of the Etruscan shares would amount to a significantly lower percentage of the total outstanding Etruscan shares than originally intended by Century. The Company understands that subsequently Kirkland has agreed to sell its interest in Etruscan.
Margaret Kent, President and CEO of Century commented, "We are very disappointed that Etruscan has decided to pursue other alternatives in the financing of its operations. Century's management team has extensive experience in the banking community and the restructuring of debt. We anticipated a possible business combination with Etruscan that we believe would have added value for the shareholders of Etruscan. Century is now working closely with our new investors to close the proposed equity deal, and keep the startup of gold mining operations at Lamaque on schedule."
About Century Mining Corporation
Century Mining Corporation is a junior gold producer. The Company owns and is working towards the start up of the Lamaque mine in Québec that historically has produced over 9.2 million ounces of gold. In Peru, Century wholly-owned subsidiaries own an 82.6% interest in the San Juan Mine where the Company accounts for 100% of gold production. Total gold production for 2007 and 2008 was 63,124 and 14,252 ounces of gold, respectively.
"Margaret M. Kent"
Chairman, President & CEO
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Caution Concerning Forward-Looking Information
This press release contains forward looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. We use words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate" and similar terminology to identify forward-looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; the availability to the Company of suitable financing alternatives; fluctuations in gold and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from our South American activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis included in this Annual Report, in our Annual Information Form and in other filings made by us with the Securities and Exchange Commission and with Canadian securities regulatory authorities and available at www.sedar.com.
While the Company believes that the expectations expressed by such forward-looking statements and forward-looking information and the assumptions, estimates, opinions and analysis underlying such expectations are reasonable, there can be no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements and forward-looking information.
SOURCE CENTURY MINING CORPORATION
For further information: For further information: Brent Jones, Manager of Investor Relations, E-mail: email@example.com, Phone: (877) 284-6535 or (360) 332-4653, Fax: (360) 332-4652, Website: www.centurymining.com